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                                                                   EXHIBIT 10(g)
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            SECOND AMENDED AND RESTATED CONSULTING AGREEMENT

         This SECOND AMENDED AND RESTATED CONSULTING AGREEMENT, dated as of
January 9, 2005, among UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
a Michigan limited partnership (the "Partnership"), GENESIS ASSOCIATES, a
Michigan limited partnership and the general partner of the Partnership (the
"General Partner") and MANUFACTURED HOUSING SERVICES INC. (the "Consultant").

                              W I T N E S S E T H:

         WHEREAS, pursuant to the Section 12i of the Agreement of Limited
Partnership (as amended by the First Amendment to Uniprop Manufactured Housing
Communities Income Fund II Agreement of Limited Partnership dated November 7,
1986, and by the Second Amendment to Agreement of Limited Partnership dated as
of August 3, 1998, the "Partnership Agreement"), the General Partner has no
authority to take any action without the prior consent of the Consultant, to the
extent that such consent is required by this Agreement, without the prior
approval of a majority in interest of the Limited Partners of the Partnership;

         WHEREAS, the Partnership, the General Partner and the Consultant
entered into a Consulting Agreement as of February 10, 1986 in order to set
forth the types of transactions as to which the General Partner is required to
consult with the Consultant and the terms and conditions on which the Consultant
will provide such consulting services; and

         WHEREAS, the Partnership, the General Partner and the Consultant now
desire to enter into this Second Amended and Restated Consulting Agreement (the
"Agreement") to modify certain provisions;

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto agree as follows:

         1. Transactions Covered. The Partnership and the General Partner agree
that in the following transactions and matters the General Partner (i) shall
consult with the Consultant and obtain its written recommendation, and (ii)
shall not take action on such transactions or matters on behalf of the
Partnership contrary to any recommendation of the Consultant without the prior
approval of a majority in interest of the Limited Partners.

         (a)      Financing. In connection with the Financing or refinancing of
                  any Property owned by the Partnership, the General Partner
                  shall obtain the written affirmative recommendation of the
                  Consultant prior to (i) incurring any indebtedness or (ii)
                  pledging directly or indirectly any property of the
                  Partnership as security for the payment of any obligation.

         (b)      Acquisitions and Sales. In connection with the sale of any
                  Property owned by the Partnership, the General Partner shall
                  obtain the written affirmative recommendation of the
                  Consultant prior to entering into such transaction on behalf
                  of the Partnership.

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         (c)      Joint Ventures. In connection with the investment or
                  disposition of any interest in a joint venture by the
                  Partnership, the General Partner shall obtain the written
                  affirmative recommendation of the Consultant prior to making
                  any such investment or disposition.

         (d)      Other Capital Transactions. In connection with the entering
                  into by the Partnership of any Capital Transaction other than
                  as described in Sections 2(a) or (b), the General Partner
                  shall obtain the written affirmative recommendation of the
                  Consultant prior to entering into any Capital Transaction on
                  behalf of the Partnership.

         (e)      Appraisals. In connection with annual appraisals of
                  Properties, the General Partner shall obtain the written
                  affirmative recommendation of the Consultant prior to
                  selecting any real estate appraiser other than Cushman &
                  Wakefield, Inc. to perform the annual appraisal of the
                  Properties, and the General Partner shall select only national
                  real estate appraisers comparable in reputation to Cushman &
                  Wakefield, Inc. The Consultant has the right at any time to
                  recommend to the General Partner and the Partnership (i) the
                  removal or change of real estate appraiser, (ii) the selection
                  of an appraiser of the net asset value of the Units
                  independent of the General Partner (including an Affiliate of
                  the Consultant) and (iii) any other matter related to such
                  real estate appraisals, provided that the compliance by the
                  Partnership with such recommendation will not prevent the
                  Partnership from complying with the requirements of ERISA.

         (f)      Property Management. In connection with Property management
                  arrangements, the General Partner shall obtain the written
                  affirmative recommendation of the Consultant prior to taking
                  any action authorizing any party other than Uniprop AM, LLC to
                  provide management services with respect to any of the
                  Properties and prior to authorizing any arrangement with any
                  Property manager, including Uniprop, Inc., with respect to
                  fees payable for such management services. The Consultant has
                  the right at any time to recommend the removal or change of
                  any Property manager, including Uniprop, Inc., for reasonable
                  cause. Upon such recommendation by the Consultant, the General
                  Partner has 120 days to decide to either remove or change the
                  Property manager or seek arbitration as provided herein to
                  determine whether "reasonable cause" exists. If the General
                  Partner initiates an arbitration proceeding, no removal or
                  change of the Property manager will be required until a final
                  decision has been issued in the arbitration proceeding.

         (g)      Agreements. The entering into by the Partnership of any other
                  agreement. In this connection, the General Partner shall
                  furnish to the Consultant, prior to entering into, a copy of
                  every written agreement and a summary of every oral agreement
                  to be entered into by or on behalf of the Partnership or the
                  General Partner (in its capacity as such) involving

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                  (i) the furnishing of property or services to the Partnership
                  by any person other than the General Partner if such agreement
                  provides for payment by the Partnership equal to or in excess
                  of $50,000 in any year, or (ii) the furnishing of property or
                  services to the Partnership by the General Partner or an
                  Affiliate of the General Partner if such agreement provides
                  for payment by the Partnership in excess of $25,000 in any
                  year and in the case of each of clauses (i) or (ii) shall
                  obtain the written affirmative recommendation of the
                  Consultant prior to entering into any such agreement relating
                  to the Partnership's business. The Consultant has the right at
                  any time to recommend the amendment or termination of any such
                  agreement in accordance with its terms.

         (h)      Reserves. In connection with the establishment of Reserves,
                  the General Partner shall obtain the written affirmative
                  recommendation of the Consultant prior to creating any
                  Reserves and prior to changing the level of Reserves that the
                  Partnership shall maintain.

         (i)      Distribution Computations. In connection with distribution of
                  funds to the Unit Holders and Partners, the General Partner
                  shall obtain the written affirmative approval of the
                  Consultant (or failing written approval, no response from the
                  Consultant within five days after receipt of the written
                  proposal described in Section 4 hereof) as to computation of
                  the amount of any proposed distribution prior to making any
                  distribution of Partnership funds to the Partners and prior to
                  authorizing any such distribution.

         (j)      Amendments. In connection with amendment of the Partnership
                  Agreement, the General Partner shall obtain the written
                  affirmative recommendation of the Consultant prior to
                  effecting any amendment to the Partnership Agreement or
                  submitting any proposed amendment for approval by Unit Holders
                  and the Limited Partners.

         (k)      Reporting. In connection with reports to Partners, the General
                  Partner shall furnish for review and approval to the
                  Consultant all information furnished to the Unit Holders and
                  Limited Partners generally, in reasonably final draft form, at
                  least five days prior to distribution during the period until
                  all Offering Proceeds available for investment are invested in
                  Specified and Unspecified Properties (or failing written
                  approval, no response from the Consultant within five days
                  after receipt of the written proposal described in Section 4
                  hereof), and the Consultant has the right at any time to
                  recommend to the General Partner the furnishing of any
                  information to the Limited Partners. The General Partner shall
                  cooperate with the Consultant, including making available for
                  review such books and records of the Partnership as the
                  Consultant deems, from time to time, necessary. The Consultant
                  also has the right at any time to make recommendations
                  regarding reports furnished to

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                  Limited Partners, including with respect to parties preparing
                  such report, the information contained in such reports and the
                  timing of such reports.

         (1)      Investor Services. In connection with Partnership
                  administration and investor servicing, the Consultant shall
                  review, with the cooperation of the General Partner, the
                  performance of any Person performing Partnership
                  administrative and investor servicing tasks, and for
                  reasonable cause may recommend the replacement of such Person.
                  Upon such recommendation by the Consultant, the General
                  Partner has 120 days to decide to either replace such Person
                  or seek arbitration as provided herein to determine whether
                  "reasonable cause" exists. If the General Partner initiates an
                  arbitration proceeding, no replacement of such Person will be
                  required until a final decision has been issued in the
                  arbitration proceeding.

         (m)      Professional Services. In connection with selection of
                  accountants, attorneys, investment bankers, appraisers and
                  other professionals other than in connection with the
                  organization of the Partnership or the public offering of
                  Units, the General Partner shall obtain the written
                  affirmative recommendation of the Consultant prior to the
                  selection of any Person to perform accounting services for the
                  Partnership other than BDO Seidman, LLP. The Consultant shall
                  have the right at any time to review and approve the fees (but
                  only to the extent that such fees would exceed $25,000 per
                  annum to any one Person or firm) and performance of such
                  accountants, attorneys, investment bankers, appraisers or
                  other professionals and to recommend to the General Partner
                  for reasonable cause to take effect automatically 60 days
                  after written notice to the General Partners, if the
                  circumstances giving rise to such recommendation shall not
                  have been cured to the satisfaction of the Consultant within
                  such period. Within such period, the General Partner has the
                  right to seek arbitration as provided herein to determine
                  whether "reasonable cause" exists, and if any such arbitration
                  proceeding is continuing, the General Partner shall have an
                  additional 60 days or until completion of the arbitration,
                  whichever comes earlier, the change or removal of any
                  accountants, attorneys, investment bankers, appraisers or
                  other professionals.

         (n)      Tax Election. In connection with various tax elections
                  required or permitted to be made by the Partnership,
                  including, without limitation, under Section 754 of the Code,
                  the General Partner shall consult with the Consultant and
                  obtain the Consultant's written recommendation as to whether
                  or not to make such election.

         (o)      Partnership Changes. In connection with the matters referred
                  to in Section 18e of the Partnership Agreement, the General
                  Partner shall obtain the written affirmative recommendation of
                  the Consultant before taking any action in connection
                  therewith. In addition, the Consultant

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                  shall have the right to make its own recommendations to the
                  Partnership with respect to such matters.

2.       Consulting Services.

         (a)      The General Partner shall submit from time to time in writing
                  to the Consultant each proposal to be considered by the
                  Consultant pursuant to the provisions of Section 1 above, and
                  shall notify the Consultant of the date the Consultant's
                  recommendation shall be submitted, which date shall not be
                  less than fifteen business days after the receipt of the
                  General Partner's notice unless otherwise agreed in writing by
                  the Consultant. The Consultant shall render its recommendation
                  to the Partnership by the date specified by the General
                  Partner; provided that the Consultant may submit its
                  recommendation to the Partnership up to thirty calendar days
                  after the date specified by the General Partner if the
                  Consultant submits a written request for such an extension to
                  the General Partner and the General Partner receives that
                  request on or before the due date originally specified. If the
                  General Partner makes a material modification to the proposal
                  during the 15 business day period or during the 30 calendar
                  day extension, if applicable, the Consultant may submit its
                  recommendation up to 15 calendar days after the end of the 15
                  business day period or 30 calendar day extension, as
                  applicable. The General Partner shall concurrently or
                  thereafter furnish to the Consultant the following
                  information:

                  (i)      if the General Partner has submitted a proposal for
                           the Financing of a Property by the Partnership,
                           current operating information concerning such
                           Property including the latest financial statements
                           for such Property, the proposed terms of such
                           Financing including whether any lender will require
                           as a condition to such Financing that its consent be
                           obtained prior to any change in or removal of the
                           General Partner of the Partnership, and projections
                           showing the impact of the proposed Financing on the
                           anticipated results of operation of the Property and
                           allocations and distributions of the Partnership;

                  (ii)     if the General Partner has submitted a proposal for
                           the sale of a Property by the Partnership, current
                           operating information concerning such Property
                           including the latest financial statements for such
                           Property and the proposed terms of sale including
                           whether the Partnership intends to accept
                           purchase-money obligations from the buyers of such
                           Property; and

                  (iii)    with respect to every other transaction or matter
                           listed in Section 1 above, such information as the
                           Partnership possesses that is directly or indirectly
                           related to the matter being considered by the
                           Consultant.

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         In addition, the General Partner shall furnish to the Consultant such
other information as is in its possession upon request with respect to any such
transaction or matter and shall endeavor to obtain such other information as the
Consultant shall reasonably request if it is not then in the possession of the
General Partner.

         (b)      The Consultant shall review all proposals submitted to it by
                  the General Partner for the transactions and matters listed in
                  Section 1 above and shall provide the General Partner and the
                  Partnership with a written recommendation with respect to each
                  such proposal. The Consultant's recommendation shall address
                  the proposal from the perspective of the Partnership and its
                  Limited Partners. The Consultant shall submit its
                  recommendation to the General Partner on or before the date
                  specified in Section 2(a).


         (c)      If the Consultant makes a recommendation with respect to any
                  transaction or matter covered by Section 1 and the General
                  Partner determines to solicit the approval of a majority in
                  interest of the Limited Partners of the Partnership in order
                  that it may nevertheless enter into such transaction or matter
                  on the Partnership's behalf or not comply with the
                  recommendation of the Consultant, the General Partner shall,
                  not less than 15 days before the first mailing of materials
                  soliciting the approval of any Limited Partner, notify
                  promptly the Consultant of such determination by the General
                  Partner. The Consultant shall thereupon have the right to
                  furnish to the General Partner a written statement of the
                  Consultant in support of its recommendation within 10 days
                  after the notice of the General Partner referred to in the
                  preceding sentence. The General Partner shall include in its
                  soliciting material the statement of the Consultant, and
                  neither the General Partner nor the Partnership shall be
                  responsible for such statement. If the General Partner intends
                  to include in its soliciting material any statement supporting
                  the approval by the Limited Partners, the General Partner
                  shall, not later than five days prior the earlier of the date
                  such soliciting materials are first filed with the Securities
                  and Exchange Commission or mailed to the Limited Partners,
                  furnish to the Consultant a copy of the General Partner's
                  statement supporting approval by the Limited Partners.

                  The Consultant's written recommendation shall be in a form
                  suitable for distribution to the Limited Partners and for
                  filing with the Securities and Exchange Commission or state
                  securities regulators as part of a registration statement or
                  proxy statement. The Consultant agrees that it will revise or
                  expand upon such written recommendation if and to the extent
                  required by the Securities and Exchange Commission or any
                  other regulatory authority. The parties acknowledge that the
                  requirements of the paragraph do not expand upon the scope of
                  the recommendation letter required to be rendered by the
                  Consultant pursuant to Section 2(b). In particular, the
                  parties acknowledge that if a formal fairness opinion were
                  required to be rendered in connection with a particular
                  proposal, the

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                  preparation and rendering of such an opinion would be outside
                  the scope of this Agreement. The Partnership and the General
                  Partner would be free to contract with the Consultant or with
                  any other party, in their sole and absolute discretion, to
                  obtain such a formal fairness opinion.

         3. Compensation. For its services hereunder, the Consultant will be
paid a fee of $20,000 annually (the "Consultant's Fee"). On January 9, 2011, if
this Agreement is then still in effect, the Consultant's Fee shall increase to
$22,000 annually. The Consultant's Fee shall be payable in four equal
installments, in part in advance and in part in arrears, on the forty-fifth day
of each calendar quarter. If this Agreement commences other than on the first
day of a calendar quarter the Consultant's Fee for the partial calendar quarter
shall be pro rated to reflect the actual number of days in the calendar quarter
for which the Consultant is to provide services and shall be paid on the
forty-fifth day of such calendar quarter or on the date of commencement of this
Agreement, if later.

         If this Agreement terminates for cause pursuant to Section 5(a) hereof,
no farther Consultant's Fee shall be payable pursuant to this Agreement. If the
for-cause termination occurs other than on the last day of a calendar quarter,
the Consultant's Fee shall be pro rated to reflect the actual number of days in
the calendar quarter for which this Agreement is in force, and within 10
business days following termination the Partnership shall pay the Consultant any
amount then owing or the Consultant shall refund to the Partnership any amount
overpaid with respect to that quarter, as the case may be.

         If this Agreement terminates for any reason other than a for-cause
termination pursuant to Section 5(a) hereof, the Partnership shall continue to
pay the Consultant the Consultant's Fee through the period ending seven years
from the date of this Agreement.

         In addition, the Consultant shall be reimbursed up to a maximum of
$11,250 plus the reasonable, accountable cost of any errors and omissions or
other similar insurance obtained by the Consultant (up to $5,000 annually) in
any year for all accountable out-of-pocket expenses incurred by it in connection
with the performance of consulting services hereunder, other than expenses for
any person retained by Consultant to perform an additional current appraisal of
a Property in connection with a transaction being reviewed by Consultant. The
Consultant shall not have recourse against the General Partner in the event such
fees and expenses are not paid by the Partnership. This Section 3 shall survive
termination of this Agreement.

         4. Term. Unless sooner terminated under Section 5, this Agreement shall
continue until the first to occur of the following: the dissolution and
liquidation of the Partnership in accordance with the terms of the Partnership
Agreement; or the expiration of the term of the Partnership as provided therein.

         5. Termination for Cause. The Partnership or the General Partner may
terminate this Agreement at any time for cause upon delivery of written notice
to the Consultant. The Consultant may terminate this Agreement at any time for
cause upon delivery of written notice to the Partnership.

         (a)      The Partnership or General Partner shall have cause for
                  termination:

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                  (i)      If the Consultant shall default in the performance of
                           its obligations pursuant to Section 2(b) of this
                           Agreement; or

                  (ii)     If bankruptcy, reorganization, arrangement,
                           insolvency or liquidation proceedings, or other
                           proceedings for relief under any bankruptcy law or
                           similar law for the relief of debtors, are instituted
                           by or against the Consultant, are allowed against the
                           Consultant or are consented to or are not dismissed,
                           stayed or otherwise nullified within thirty days
                           after such institution; or

                  (iii)    If Donald Petrow shall cease to be the sole
                           shareholder and President of the Consultant unless
                           the Partnership, in its sole and absolute discretion,
                           shall give written consent for the transfer of Donald
                           Petrow's ownership interest in the Consultant; or

                  (iv)     If any change in applicable law renders this
                           Agreement, in whole or material part, illegal or
                           unenforceable.

         (b)      The Consultant shall have cause for termination:

                  (i)      If the Partnership or the General Partner shall
                           default in the performance of any material covenant,
                           agreement, term or provision of this Agreement and
                           such default shall continue for a period of sixty
                           days after written notice to the Partnership from the
                           Consultant stating the specific default; or

                  (ii)     If bankruptcy, reorganization, arrangement,
                           insolvency or liquidation proceedings, or other
                           proceedings for relief under any bankruptcy law or
                           similar law for the relief of debtors, are instituted
                           by or against the Partnership, and, if instituted
                           against the Partnership, are allowed against the
                           Partnership or are consented to or are not dismissed,
                           stayed or otherwise nullified within thirty days
                           after such institution; or

                  (iii)    If any change in applicable law renders this
                           Agreement, in whole or material part, illegal or
                           unenforceable.

         (c)      Upon the expiration or termination of this Agreement, no party
                  shall have any further right hereunder or any further
                  obligation hereunder to the others, except for the
                  obligations, promises or covenants contained herein which are
                  expressly made to extend beyond the term of this Agreement.

         (d)      Any party having actual knowledge of an event creating cause
                  for termination of this Agreement shall be deemed to have
                  waived its right to terminate with cause on the basis of that
                  particular event pursuant to this Section 5 if it has not
                  exercised its termination right within 30 calendar days after
                  actually knowing of the event.

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         6. Relationship of the Parties. It is expressly understood and agreed
by the parties that, in providing services under this Agreement, the Consultant
shall at all times act as an independent contractor, not as an employee or agent
of the Partnership, nor shall the Partnership be an employee or agent of the
Consultant. Further, it is expressly understood and agreed by the parties that
nothing contained in this Agreement shall be construed to create a joint
venture, partnership, association or other affiliation or like relationship
among the parties, or a relationship of landlord and tenant, it being
specifically agreed that their relationship is and shall remain that of
independent parties to a contractual relationship as set forth in this
Agreement. In no event shall either party be liable for the debts or obligations
of the other of them, except as otherwise specifically provided in this
Agreement.

         7. Indemnification.

         (a)      The Partnership agrees to indemnify and hold harmless the
                  Consultant against any losses, claims, damages or liabilities,
                  joint or several, to which the Consultant may become subject
                  under or on account of this Agreement, except to the extent
                  that such losses, claims, damages or liabilities (or actions
                  in respect thereof) are a direct result of the gross
                  negligence, willful misconduct or fraud of the Consultant. The
                  Partnership will reimburse the Consultant for any legal or
                  other expenses reasonably incurred by the Consultant in
                  connection with investigating or defending against any such
                  loss, claim, damage, liability or action; provided, however,
                  that if the Partnership has specifically agreed to pay any
                  settlement or judgment in respect of such action or claim, has
                  made all such reimbursements of such expenses to such date and
                  can reasonably demonstrate the continuing financial ability to
                  comply with the terms of this Section 7(a), it shall not be
                  required to indemnify the Consultant for any payment made by
                  the Consultant to any claimant in settlement of any suit or
                  claim unless such payment is approved by the Partnership
                  (which approval shall not be unreasonably withheld) or by a
                  court having jurisdiction of the controversy. This Section
                  7(a) shall remain in full force and effect notwithstanding any
                  investigation made by the Consultant or on behalf of the
                  Consultant, shall survive termination of this Agreement, and
                  shall be in addition to any liability which the Partnership
                  may otherwise have.

         (b)      The Consultant agrees to indemnify and hold harmless the
                  Partnership and the General Partner, and any person which
                  controls either of them, against any losses, claims, damages
                  or liabilities, joint or several, to which the Partnership or
                  the General Partner or such controlling person may become
                  subject, under this Agreement, insofar as such losses, claims,
                  damages or liabilities (or actions in respect thereof) arise
                  out of or are based upon any breach or alleged breach of this
                  Agreement by the Consultant. The Consultant will reimburse the
                  Partnership and the General Partner for any legal or other
                  expenses reasonably incurred by them in connection with
                  investigating or defending against any such loss, claim,
                  damage, liability or action; provided, however, that if the

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                  Consultant has specifically agreed to pay any settlement or
                  judgment in respect of such action or claim, has made all such
                  reimbursements of such expenses to such date and can
                  reasonably demonstrate the continuing financial ability to
                  comply with the terms of this Section 7(b), the Consultant
                  shall not be required to indemnify the Partnership or the
                  General Partner for any payment made to any claimant in
                  settlement of any suit or claim unless such payment is
                  approved by the Consultant (which approval shall not be
                  unreasonably withheld), or by a court having jurisdiction of
                  the controversy; and provided further that the Consultant
                  shall not be liable under this Section 7(b) for any losses,
                  claims, damages or liabilities arising out of any act or
                  failure to act on the part of any other person, but shall be
                  liable only with respect to the Consultant's own acts or
                  failures to act. This indemnity shall remain in full force and
                  effect notwithstanding any investigation made by or on behalf
                  of the Partnership or the General Partner, shall survive any
                  termination of this Agreement, and shall be in addition to any
                  liability which the Consultant may otherwise have.

         (c)      No indemnifying party shall be liable under the indemnity
                  provisions contained in Sections 7(a) and 7(b) unless the
                  indemnified party shall have notified such indemnifying party
                  in writing promptly after the first written notice or the
                  summons or other first legal process giving information of the
                  nature of the claim or of the commencement of the action shall
                  have been delivered to or served upon the indemnified party
                  (but failure to notify an indemnifying party of any such claim
                  shall not relieve it from any liability otherwise than on
                  account of its indemnity rights contained in Sections 7(a) or
                  7(b) which it may have to the indemnified party against whom
                  action is brought). In case any claim is made or any action is
                  brought against any indemnified party upon any claim as to
                  which such indemnified party claims indemnity pursuant to
                  Sections 7(a) or 7(b) or otherwise, the indemnifying party
                  shall be entitled to participate at its own expense in the
                  defense, or, if it so elects, in accordance with arrangements
                  satisfactory to any other indemnifying party or parties
                  similarly notified, to assume the defense thereof, with
                  counsel who shall be satisfactory to such indemnified party
                  and any other indemnified parties who are defendants in such
                  action; and after notice from the indemnifying party to such
                  indemnified party of its election so to assume the defense
                  thereof and the retaining of such counsel by the indemnifying
                  party, the indemnifying party shall not be liable to such
                  indemnified party under Sections 7(a) or 7(b) or otherwise for
                  any legal or other expenses subsequently incurred by such
                  indemnified party in connection with the defense thereof,
                  other than the reasonable costs of investigation.
                  Notwithstanding the election of an indemnifying party to
                  assume the defense of any such action, if (i) the indemnifying
                  party shall not have employed counsel to have charge of the
                  defense of such action or proceeding or (ii) such indemnified
                  party shall have reasonably concluded that there may be
                  defenses available to

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                           it which are different from or additional to those
                           available to the indemnifying party (in which case
                           the indemnifying parry shall not have the right to
                           direct the defense of such action or proceeding on
                           behalf of the indemnified party), then in either of
                           such events the indemnifying party shall bear all
                           legal or other expenses incurred by the indemnified
                           parry in connection with the defense of such action.

         8. Waiver. The failure of a parry to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to that term or any other term of
this Agreement.

         9. Entire Agreement. This Agreement supersedes all previous contracts
or agreements among the parties with respect to the subject matter hereof and
constitutes the entire Agreement among the parties with respect thereto.

         10. Amendments. This Agreement may be amended only be an instrument in
writing signed in the manner provided in Section 12 below, effective as of the
date stipulated therein.

         11. Invalidity of Particular Provisions. If any term or provisions of
this Agreement, or any application thereof to any person or circumstance shall
to any extent, be invalid or unenforceable, the remainder of this Agreement, or
the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Agreement shall be valid and be
enforceable to the fullest extent allowable by law.

         12. Execution. This Agreement and any amendments hereto shall be
executed in no fewer than two counterparts by a duly authorized officer or agent
of each party hereto. Each counterpart so executed shall be deemed an original,
but all original counterparts shall together constitute one and the same
instrument.

         13. Further Actions. Each of the parties agrees that it shall hereafter
execute and deliver such further instruments and do such further acts and things
as may be reasonably required or useful to carry out the intent and purpose of
this Agreement and as are not inconsistent with the terms hereof.

         14. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the Consultant, the General Partner, the
Partnership and their respective successors and assigns. This Agreement may not
be assigned by the General Partner or the Partnership without the prior written
consent of the Consultant. This Agreement may not be assigned by the Consultant
without the prior written consent of the General Partner.

         15. Notices. All demands, notices and other communications under this
Agreement shall be in writing shall be personally delivered or sent by
registered mail, overnight courier or telecopy, shall be deemed to have been
duly given when received, and shall be addressed as follows:

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                                                                  EXECUTION COPY

         To the General Partner or the Partnership:

                  Genesis Associates
                  280 Daines Street, 3rd Floor
                  Birmingham, Michigan 48009
                  Attention: Mr. Paul M. Zlotoff

         with a copy to:

                  Nicholas S. Hodge, Esq.
                  Kirkpatrick & Lockhart Nicholson Graham LLP
                  75 State Street
                  Boston, MA 02109
                  Fax:(617)261-3175

         To the Consultant:

                  Manufactured Housing Services, Inc.
                  Attention: Mr. Donald E. Petrow, President
                  14 Pitching Way
                  Scotch Plains, New Jersey 07076
                  Fax: (908) 889-7326

         with a copy to:

                  Dechert LLP
                  Attn. David W. Forti, Esq.
                  4000 Bell Atlantic Tower
                  1717 Arch Street
                  Philadelphia, PA 19103
                  Fax:(215)994-2222

or at such address as may hereafter be furnished in writing by any parry to the
others.

         16. Defined Terms. Capitalized terms defined in the Partnership
Agreement but not defined herein shall have the same meanings as are provided
therefor in the Partnership Agreement.

         17. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of New York.

         18. Remedies. In the case of any disputes arising under this Agreement,
the prevailing party shall be entitled to recover reasonable legal fees and
costs from the adverse party.

                                      -12-
<PAGE>

                                                                  EXECUTION COPY

         IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement as of the date first above written.


                                      UNIPROP MANUFACTURED HOUSING
                                      COMMUNITIES INCOME FUND II

                                      By: Genesis Associates, a Michigan Limited
                                          Partnership, General Partner

                                      By: /s/ Roger Zlotoff
                                          --------------------------------------
                                          ROGER ZLOTOFF, VICE PRESIDENT


                                      GENESIS ASSOCIATES,
                                      a Michigan Limited Partnership

                                      By: /s/ Roger Zlotoff
                                          --------------------------------------
                                          ROGER ZLOTOFF, VICE PRESIDENT

                                      MANUFACTURED HOUSING SERVICES, INC.

                                      By:
                                          --------------------------------------

                                      -13-
<PAGE>

                                                                  EXECUTION COPY

                                      UNIPROP MANUFACTURED HOUSING
                                      COMMUNITIES INCOME FUND II

                                      By: Genesis Associates, a Michigan Limited
                                          Partnership, General Partner

                                      By:
                                          --------------------------------------


                                      GENESIS ASSOCIATES,
                                      a Michigan Limited Partnership

                                      By:
                                          --------------------------------------

                                      MANUFACTURED HOUSING SERVICES, INC.

                                      By: /s/ Donald E. Petrow
                                          --------------------------------------

                                      -13-